THIS AGREEMENT is made on the …………..day of……….20……., (hereinafter “Effective Date”) by the Client and the Contractor (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
Term: This agreement shall be valid from the Effective date until termination.
Services: The Contractor shall provide tree removing/pruning services to the Client. The Contractor shall perform their services professionally, faithfully, diligently, per this agreement, to the reasonable satisfaction of the Client and per acceptable industry standards. The Services may also include removal of wood, brush, and debris incidental to the Services.
Payment: For the services rendered, the Client shall compensate the Contractor with $___________________upon completion of the Services. The payment shall be made through cash or check paid to the order of Justin Sizemore. Bounced Checks will attract a $50.00 fee within 30 days of invoice, after the 30 days, there will be a $200 fee for late payment for each week that the payment is late.
The Client warrants and represents that all trees, plant material and property upon where the Services will be performed (hereinafter the “Premises”) are either owned by them or that any permission necessary for the Services to be performed has been obtained from the owner.
The Contractor shall have the right to be at the Client’s Premises at any time and without notice in order to perform the Services.
The Contractor has the right to refuse or to stop offering the Services due to safety issues relating to themselves, their employees, agents, the Client, the Premises or surrounding property; in addition to the Client’s disobedience or Client’s attempts to alter prior made agreements without renegotiation.
Autonomy: Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision-making in relation to the provision of the services per the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
Expenses: Unless otherwise stated, the Contractor shall be responsible for all expenses related to providing the Services under this Agreement. This includes but is not limited to supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions/payments, and other costs.
Relationship of the Parties: The relationship of the parties hereto is that of an independent contractor. The Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this Agreement or the transactions contemplated thereby. The Contractor and the Client understand that it is the Contractor’s sole responsibility for withholding, accruing, and paying all income taxes, withholding taxes, continued service under this Agreement taxes, social security, and other taxes and amounts required by law for the payment made to the independent contractor herein and all payments to their personnel if any.
Non-assignment: The Client shall not transfer or assign this Agreement without the Contractor’s consent but the Contractor may transfer or assign this Agreement without the Client’s consent.
Indemnification. The Client agrees to indemnify, hold harmless and defend the Contractor and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising from or relating to the Client’s acts or omissions herein.
This includes but is not limited to the Client’s unauthorized presence at the Premises while the Services are being performed, failure to listen to the Contractor’s instruction and failure to obtain relevant permission(s).
The Client agrees that the Contractor shall have the right to participate in and control the defense of any such claim through counsel of its choosing at the Client’s expense.
The Contractor however has procured and will maintain, for the duration of the Agreement, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by the Contractor, his agents, representatives, employees or subcontractors. In the event that the Contractor is held liable under this Agreement, their total liability shall not exceed the insurance cover or any amounts paid by the Client herein.
Confidentiality: All non-public, confidential or proprietary information of the Contractor, disclosed by the Contractor to the Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Contractor in writing. Upon the Contractor’s request, the Client shall promptly return all documents and other confidential materials received from the Contractor. The Contractor shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Client at the time of disclosure, or (c) rightfully obtained by the Client on a non-confidential basis from a third party.
In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the Contractor.
Moreover, and without limiting the generality of the aforementioned, the Client is barred from discussing the Contractor’s quotes with other companies.
Further Assurances: The Client hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
Force Majeure: For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement.
This includes but is not limited to delays in the Services due to inclement weather.
Either Party may terminate this Agreement prior to completion of the Services, at any time upon giving the other Party no less than ________notice in writing. If a Party wishes to terminate the contract with less than this stated period, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
This agreement will automatically terminate upon completion of the Services.
The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
Dispute resolution: Parties agree to settle disputes under this agreement through Mediation.
Client’s acknowledgments: The Client acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Client acknowledges that they have entered into this agreement with the capacity and authority to contract freely and voluntarily.
This Agreement may be amended only by the written consent of the Parties hereto.
If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
Except where otherwise provided, failure by the Contractor to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. No waiver by the Contractor of any breach of, or of compliance with, any condition or provision of this Agreement by the Client shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
This Agreement shall be governed in all respects by the laws of the State of Ohio and its Courts without regard to its conflict of law provisions.
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.
Signed by the CLIENT/ duly authorized representative of the CLIENTSignature: Name: Designation: Date:
Signed by the duly authorized representative of the CONTRACTORSignature: Name: Designation: Date:
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